4//SEC Filing
HEALTH GRADES INC 4
Accession 0001104659-10-051907
CIK 0001027915operating
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 5:43 PM ET
Size
15.3 KB
Accession
0001104659-10-051907
Insider Transaction Report
Form 4
Mountain Acquisition Holdings, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
Vestar Capital Partners V L P
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
Mountain Merger Sub Corp.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
Mountain Acquisition Corp.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
VESTAR ASSOCIATES V, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
VESTAR MANAGERS V LTD.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2010-10-07$8.20/sh+42,676,193$349,944,783→ 42,676,193 total
Footnotes (3)
- [F1]Reflects shares purchased in a tender offer; shares acquired from Health Grades, Inc. ("Company") pursuant to the exercise of the top-up option provided in the Agreement and Plan of Merger, dated July 27, 2010 (as amended), by and among the Company, Mountain Acquisition Corp. ("Parent"), Mountain Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Purchaser"), and Mountain Acquisition Holdings, LLC ("Holdings"); and shares not tendered in the tender offer and deemed acquired pursuant to the consummation of the merger of the Purchaser with and into the Company ("Merger"). At the effective time of the Merger, the aforementioned shares were cancelled and ceased to exist and each share of the Purchaser converted into shares of the Company. Purchaser's separate corporate existence ceased and the Company survived as a direct wholly owned subsidiary of the Parent.
- [F2]The reporting persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]These shares are owned directly by the Parent. Parent is wholly-owned by Holdings. Holdings is wholly-owned by Vestar Capital Partners V, L.P. ("Vestar"). The general partner of Vestar is Vestar Associates V, L.P. ("Associates"). The general partner of Associates is Vestar Managers V Ltd. ("Managers"). Holdings, Vestar, Associates and Managers may be deemed to be the indirect beneficial owners of these shares.
Documents
Issuer
HEALTH GRADES INC
CIK 0001027915
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001027915
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 5:43 PM ET
- Size
- 15.3 KB